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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 9, 2009
Date of Report (Date of earliest event reported)
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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002-25577
(Commission File Number)
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95-2039518
(I.R.S. Employer
Identification No.) |
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15660 North Dallas Parkway, Suite 850 |
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Dallas, Texas
(Address of principal executive offices)
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75248
(Zip Code) |
(972) 385-2810
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. |
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Regulation FD Disclosure. |
On December 9, 2009, Diodes Incorporated issued a press release to update its guidance for the
fourth quarter of 2009. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, will not be treated as filed for
the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise
subject to the liabilities of that section. This information will not be incorporated by reference
into a filing under the Securities Act of 1933, or into another filing under the Exchange Act,
unless that filing expressly refers to specific information in this Form 8-K. The furnishing of the
information in this Item 7.01 is not intended to, and does not, constitute a representation that
such furnishing is required by Regulation FD or that the information in this Item 7.01 is material
information that is not otherwise publicly available.
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Item 9.01. |
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Financial Statements and Exhibits. |
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Exhibit |
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Description |
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99.1 |
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Press release dated December 9, 2009 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: December 11, 2009 |
DIODES INCORPORATED
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By /s/ Richard D. White
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RICHARD D. WHITE |
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Chief Financial Officer |
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exv99w1
Exhibit 99.1
Diodes Incorporated Increases Fourth Quarter 2009
Revenue Guidance
Dallas, Texas December 9, 2009 Diodes Incorporated (Nasdaq: DIOD), a leading global
manufacturer and supplier of high-quality application specific standard products within the broad
discrete and analog semiconductor markets, today increased its revenue guidance for the fourth
quarter of 2009.
The Company is increasing its revenue guidance for the fourth quarter of 2009 due to continued
strength in Asian markets. Revenue is expected to range between $128 million and $131 million, or
4.8 percent to 7.3 percent sequential growth, compared to its previous guidance of $126 million to
$130 million, or 3.2 percent to 6.5 percent sequential growth. The Company is maintaining its
fourth quarter 2009 gross margin guidance of 31 percent to 33 percent and continues to expect
operating expenses to be comparable to those of the third quarter 2009 on a percent of revenue
basis.
In addition, the Company now expects a tax benefit of approximately $2.5 million to $3.5 million in
the fourth quarter of 2009. For 2010, the Company estimates its tax rate to range between 13
percent and 23 percent versus its previous guidance of between 15 percent and 25 percent.
In accordance with FASB ASC 470-20 (formerly FSP APB 14-1), GAAP results for the fourth quarter of
2009 will include approximately $2.0 million of pre-tax, non-cash interest expense from the
amortization of debt discount related to the Companys 2.25% convertible senior notes.
About Diodes Incorporated
Diodes Incorporated (Nasdaq:DIOD), a Standard & Poors SmallCap 600 and Russell 3000 Index
company, is a leading global manufacturer and supplier of high-quality application specific
standard products within the broad discrete and analog semiconductor markets, serving the consumer
electronics, computing, communications, industrial and automotive markets. Diodes products include
diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays,
amplifiers and comparators, Hall-effect sensors and temperature sensors, power management devices
including LED drivers, DC-DC switching regulators, linear voltage regulators and voltage
references, along with special function devices including USB power switch, load switch, voltage
supervisor and motor controllers. The Companys corporate headquarters are located in Dallas,
Texas. A sales, marketing, engineering and logistics office is located in Westlake Village,
California. Design centers are located in Dallas; San Jose, California; Taipei, Taiwan; Manchester,
England and Neuhaus, Germany. The Companys wafer fabrication facilities are located in Kansas
City, Missouri and Manchester; with two manufacturing facilities located in Shanghai, China,
another in Neuhaus, and a joint venture facility located in Chengdu, China. Additional engineering,
sales, warehouse and logistics offices are located in Taipei; Hong Kong; Manchester and Munich,
Germany, with support offices located throughout the world. For further information, including SEC
filings, visit the Companys website at http://www.diodes.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any
statements set forth above that are not historical facts are forward-looking statements that
involve risks and uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. Such statements include statements regarding our expectation that:
the Company is increasing its revenue guidance for the fourth quarter of 2009 due to continued
strength in Asian markets; revenue is expected to range between $128 million and $131 million, or
4.8 percent to 7.3 percent sequential growth; the Company is maintaining its fourth quarter 2009
gross margin guidance of 31 percent to 33 percent and continues to expect operating expenses to be
comparable to those of the third quarter 2009 on a percent of
revenue basis; the Company now expects a tax benefit of approximately $2.5 million to $3.5 million
in the fourth quarter of 2009; for 2010, the Company estimates its tax rate to range between 13
percent and 23 percent; and in accordance with FASB ASC 470-20 (formerly FSP APB 14-1), GAAP
results for the fourth quarter of 2009 will include approximately $2.0 million of pre-tax, non-cash
interest expense from the amortization of debt discount related to the Companys 2.25% convertible
senior notes. Potential risks and uncertainties include, but are not limited to, such factors as:
we may not realize the anticipated improved demand; we may not realize or maintain the anticipated
cost savings or increased loadings in our manufacturing facilities; the global economic weakness
may be more severe or last longer than we currently anticipate; and other information detailed from
time to time in the Companys filings with the United States Securities and Exchange Commission.
Recent news releases, annual reports, and SEC filings are available at the Companys website:
http://www.diodes.com. Written requests may be sent directly to the Company, or they may be
e-mailed to: diodes-fin@diodes.com.
Company Contact:
Carl Wertz
Vice President, Finance and Investor Relations
P: 805-446-4800
E: carl_wertz@diodes.com
Investor Relations Contact:
Shelton Group
Leanne Sievers
EVP, Investor Relations
P: 949-224-3874
E: lsievers@sheltongroup.com